**UNITED
                STATES**
              **SECURITIES
                AND EXCHANGE COMMISSION**
              WASHINGTON,
                D.C. 20549**FORM
                10-K****ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(****d****)
                OF THE SECURITIES EXCHANGE ACT OF 1934****For
                the fiscal year ended December 31, 2006****Commission
                File Number: 0-22269****GS
                Financial Corp.****(Exact
                Name of Registrant as Specified in its
                Charter)****Louisiana**
            
            **72-1341014****(State
                of Incorporation)**
            
            **(IRS
                Employer Identification No.)****3798
                Veterans Blvd.****Metairie,
                LA 70002****(Address
                of Principal Executive Offices)****(504)
                457-6220****(Registrant's
                Telephone Number, including area code)****SECURITIES
                REGISTERED PURSUANT TO SECTION 12(****b****)
                OF THE ACT:**Title
                of each class
            
            Name
                of each exchange on which registered**Common
                Stock, par value $.01 per share**
            
            **The
                Nasdaq Stock Market, LLC****SECURITIES
                REGISTERED PURSUANT TO SECTION 12(****g****)
                OF THE ACT:****None**(Title
                of Class)Indicate
                by check mark if the registrant is a well-known seasoned issuer,
                as
                defined in Rule 405 of the Securities Act.Yes __No XIndicate
                by check mark if the registrant is not required to file reports pursuant
                to Section 13 or Section 15(d) of the Act.Yes__No
                XIndicate
                by check mark whether the registrant (1) has filed all reports required
                to
                be filed by Section 13 or 15(d) of the Securities Exchange Act of
                1934
                during the preceding 12 months (or for such shorter period that the
                registrant was required to file such reports), and (2) has been subject
                to
                such filing requirements for the past 90 days.Yes XNo__Indicate
                by check mark if disclosure of delinquent filers pursuant to Item
                405 of
                Regulation S-K is not contained herein, and will not be contained,
                to the
                best of the Registrant’s knowledge, in definitive proxy or information
                statements incorporated by reference in Part III of this Form 10-K
                or any
                amendment to this Form 10-K.   Yes X 
                No__Indicate
                by check mark whether the registrant is a large accelerated filer,
                an
                accelerated filer, or a non-accelerated filer. See definition of
                “accelerated filer and large accelerated filer” in Rule 12b-2 of the
                Exchange Act. (Check one):Large
                accelerated filer
            Accelerated
                filer
            Non-accelerated
                filerXIndicate
                by check mark whether the registrant is a shell company (as defined
                in
                Rule 12b-2 of the Act).YesNoThe
                aggregate market value of the voting stock held by nonaffiliates
                of the
                registrant as of June 30, 2006 (the last business day of GS Financial’s
                most recently completed second fiscal quarter) was approximately
                $17.6
                million.As
                of March 27, 2007, GS Financial Corp had 1,266,268 shares of common
                stock
                outstanding.**Documents
                Incorporated by Reference**
            
            **Part
                of 10-K in which incorporated**Proxy
                Statement dated March 29, 2007
            
            Part
                IIIAnnual
                Report to Shareholders for the year ended December 31,
                2006
            
            Part
                I, Part II








**GS
      FINANCIAL CORP.**





**TABLE
                OF CONTENTS****Page****PART
                I**Item
                1:
            Business
            1Item
                1A
            Risk
                Factors
            5Item
                1B
            Unresolved
                Staff Comments
            7Item
                2:
            Properties
            7Item
                3:
            Legal
                Proceedings
            8Item
                4:
            Submission
                of Matters to a Vote of Security Holders
            8**PART
                II**Item
                5:
            Market
                for Registrant’s Common Equity, Related Stockholder Matters and Issuer
                Purchases of Equity Securities
            9Item
                6:
            Selected
                Financial Data
            9Item
                7:
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            9Item
                7A:
            Quantitative
                and Qualitative Disclosures about Market Risk
            9Item
                8:
            Financial
                Statements and Supplementary Data
            9Item
                9:
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            9Item
                9A:
            Controls
                and Procedures
            10Item
                9B:
            Other
                Information
            10**PART
                III**Item
                10:
            Directors,
                Executive Officers, and Corporate Governance
            10Item
                11:
            Executive
                Compensation
            10Item
                12:
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            10Item
                13:
            Certain
                Relationships and Related Transactions,and
                Director Independence
            11Item
                14:
            Principal
                Accountant Fees and Services
            11**PART
                IV**Item
                15:
            Exhibits,
                Financial Statement Schedulesand
                reports on Form 8-K
            11**SIGNATURES**
              **EXHIBIT
                INDEX**








**PART
      I**




**FORWARD
      LOOKING STATEMENTS**






The
      management of GS Financial Corp. has made forward-looking statements (as defined
      in the Securities Exchange Act of 1934 and regulations thereunder) in this
      Annual Report on Form 10-K. These forward-looking statements may be subject
      to
      risks and uncertainties. Forward-looking statements include the information
      concerning possible or assumed future results of operations of GS Financial
      Corp. and its wholly-owned subsidiary, Guaranty Savings Bank.






Shareholders
      should note that many factors, some of which are discussed elsewhere in this
      report, could affect the future financial results of GS Financial Corp. and
      its
      subsidiary, both individually and collectively, and could cause those results
      to
      differ materially from those expressed in this report. These risk factors
      include the following:






·
            Operating,
                legal and regulatory risks;






·
            Economic,
                political and competitive forces impacting our various lines of
                business;






·
            The
                risk that our analysis of these risks and forces could be incorrect
                and/or
                that the strategies developed to address them could be
                unsuccessful;






·
            The
                possibility that increased demand for GS Financial’s financial services
                and products may not occur;






·
            Volatility
                in interest rates; and/or






·
            Other
                risks and uncertainties.






GS
      Financial undertakes no obligation to publicly revise or update these
      forward-looking statements to reflect events or circumstances that arise after
      the date of this report. Subsequent to the date hereof, readers should also
      review other documents that GS Financial files periodically with the Securities
      and Exchange Commission, including Quarterly Reports on Form 10-Q or Form 10-QSB
      and any Current Reports on Form 8-K.







**Item
      1:****BUSINESS**





**ORGANIZATION
      AND RECENT DEVELOPMENTS**





GS
      Financial Corp. (the “Company” or “GS Financial”) was incorporated under
      Louisiana law on December 24, 1996 and registered with the Office of Thrift
      Supervision as a savings and loan holding company. The Company commenced
      operations on April 1, 1997 as the parent of Guaranty Savings Bank (the “Bank”
or “Guaranty”), which until June, 2006 was known as Guaranty Savings and
      Homestead Association and has been in continuous operation in the greater New
      Orleans area since 1937. The Bank is a Louisiana chartered savings
      association.





The
      Company, through the Bank, engages in community banking, serving a market area
      that covers the southeast corner of Louisiana through the Bank’s five offices.
      The Bank serves commercial, small business and retail customers, offering a
      variety of transaction and savings deposit products and secured loan products.
      Guaranty offers very few unsecured loans and does not provide trust or
      investment management services. As of December 31, 2006, the Company had assets
      of approximately $168.4 million and deposits of approximately $122.8 million.
      As
      of December 31, 2006, the assets of the Bank constituted virtually all of the
      assets of GS Financial.





**COMPETITION**





There
      is
      significant competition within the financial services industry in general as
      well as with respect to the particular financial services offered by the Company
      and the Bank. Within its market, the Bank competes directly with other small
      community financial institutions as well as major banking institutions of larger
      size and greater resources and national “nonbank” competitors, including
      mortgage and finance companies. Competition is based on a number of factors,
      including prices, interest rates, services, and availability of
      products.








The
      growth of electronic communication and commerce over the Internet influences
      the
      Company’s competitive environment in several ways. Entities have been formed
      which deliver financial services and access to financial products and
      transactions exclusively through the Internet. Internet-based services have
      been
      and are being developed that are designed to enhance the value of traditional
      financial products. The Internet also has made it easier for consumers to obtain
      comparative information on financial products and, over time, could lead to
      changes in consumer preferences for financial products. Guaranty operates a
      website to provide information about the Company and to market the Bank’s
      products and services. During 2004, the Bank began offering online banking
      services and expects to expand these features in the future as part of its
      overall market strategy.





**SUPERVISION
      AND REGULATION**





The
      banking industry is extensively regulated under both federal and state law.
      The
      following discussion addresses the regulatory framework applicable to savings
      and loan holding companies and their subsidiaries and provides certain specific
      information relevant to the Company. The regulation and ongoing supervision
      of
      financial institutions is intended primarily for the protection of depositors,
      the deposit insurance funds of the Federal Deposit Insurance Corporation
      (“FDIC”), and the banking system as a whole, and generally is not intended for
      the protection of the institution’s shareholders.





**General**


The
      Company, as a savings and loan holding company within the meaning of the Home
      Owners’ Loan Act, as amended (“HOLA”), is registered with and subject to OTS
      regulations, examinations, supervision and reporting. As a subsidiary of a
      savings and loan holding company, Guaranty Savings Bank is subject to certain
      restrictions in its dealings with the Company and any affiliates
      thereof.





The
      Company’s primary regulator is the Office of Thrift Supervision (“OTS”) which
      provides ongoing supervision through regular examinations and other means.
      The
      Company, by virtue of its state charter is also subject to the rules and
      regulations of the Louisiana Office of Financial Institutions (“OFI”). Thrift
      supervision focuses on evaluating management’s ability to identify, assess and
      control risk in all areas of the institution’s operations in a safe and sound
      manner. Regulators have a wide range of enforcement actions available to deal
      with institutions with unacceptable levels of risk. These actions could have
      a
      material impact on a thrift’s financial results and could impose additional
      limits on a thrift’s ability to pay dividends to its holding company.





**Payment
      of Dividends**


GS
      Financial is a legal entity separate and distinct from its subsidiary. The
      principal source of cash flow for GS Financial, including cash flow to pay
      dividends on its capital stock, is dividends from the Bank. There are statutory
      and regulatory limitations of the payment of dividends by the Bank to the
      Company. The payment of dividends by the Bank may be affected by other factors,
      such as the requirement to maintain capital at or above regulatory guidelines.
      See “Capital Adequacy and Related Matters” below.





**Capital
      Adequacy and Related Matters**


Federally
      insured savings institutions are required to maintain minimum levels of
      regulatory capital. The OTS has established capital standards applicable to
      all
      savings institutions. The OTS also is authorized to impose capital requirements
      in excess of these standards on individual institutions on a case-by-case
      basis.





Current
      OTS capital standards require savings institutions to satisfy three different
      capital requirements. Under these standards, savings institutions must maintain
      tangible capital of 1.5 percent, core capital of 3 percent, and risk based
      capital of 8 percent. Core capital includes generally recognized capital such
      as
      common stockholders’ equity and retained earnings plus other items such as
      qualifying goodwill. Tangible capital is essentially the same but does not
      include qualifying supervisory goodwill. At December 31, 2006, the Bank had
      no
      goodwill or other intangible assets which would be deducted in computing its
      tangible capital. At December 31, 2006, Guaranty Savings Bank exceeded all
      of
      its regulatory capital requirements, with tangible, core and risk- based capital
      ratios of 15.90 percent, 15.90 percent and 30.33 percent
      respectively.








**Holding
      Company Structure**


There
      are
      generally no restrictions on the activities of a savings and loan holding
      company which holds only one subsidiary savings institution. However, if the
      Director of the OTS determines that there is reasonable cause to believe that
      the continuation by a savings and loan holding company of an activity
      constitutes a serious risk to the financial safety, soundness or stability
      of
      its subsidiary savings institution, the Director may impose such restrictions
      as
      deemed necessary to address such risk, including limiting (i) payment of
      dividends by the savings institution; (ii) transactions between the savings
      institution and its affiliates; and (iii) any activities of the savings
      institution that might create a serious risk that the liabilities of the holding
      company and its affiliates may be imposed on the savings institution.





Notwithstanding
      the above rules as to permissible business activities of unitary savings and
      loan holding companies, if the savings institution subsidiary of such a holding
      company fails to meet the qualified thrift lender (“QTL”) test, as discussed
      under “Qualified Thrift Lender Test,” then such unitary holding company also
      shall become subject to the activities restrictions applicable to multiple
      savings and loan holding companies and, unless the savings institution
      re-qualifies as a QTL within one year thereafter, shall register as, and become
      subject to the restrictions applicable to, a bank holding company.





If
      the
      Company were to acquire control of another savings institution, other than
      through merger or other business combination with Guaranty Savings Bank, the
      Company would thereupon become a multiple savings and loan holding company.
      Except where such acquisition is pursuant to the authority to approve emergency
      thrift acquisitions and where each subsidiary savings institution meets the
      QTL
      test, as set forth below, the activities of the Company and any of its
      subsidiaries (other than Guaranty Savings or other subsidiary savings
      institutions) would thereafter be subject to further restrictions. Among other
      things, no multiple savings and loan holding company or subsidiary thereof
      which
      is not a savings institution shall commence or continue for a limited period
      of
      time after becoming a multiple savings and loan holding company or subsidiary
      thereof any business activity, other than: (i) furnishing or performing
      management services for a subsidiary savings institution; (ii) conducting an
      insurance agency or escrow business; (iii) holding, managing, or liquidating
      assets owned by or acquired from a subsidiary savings institution; (iv) holding
      or managing properties used or occupied by a subsidiary savings institution;
      (v)
      acting as trustee under deeds of trust; (vi) those activities authorized by
      regulation as of March 5, 1987 to be engaged in by multiple savings and loan
      holding companies; or (vii) unless the Director of the OTS by regulation
      prohibits or limits such activities for savings and loan holding companies.
      Those activities described in clause (vii) above also must be approved by the
      Director of the OTS prior to being engaged in by a multiple savings and loan
      holding company.





**Limitations
      on Transactions with Affiliates**


Transactions
      between savings institutions and any affiliate are governed by Sections 23A
      and
      23B of the Federal Reserve Act. An affiliate of a savings institution is any
      company or entity which controls, is controlled by or is under common control
      with the savings institution. In a holding company context, the parent holding
      company of a savings institution (such as the Company) and any companies which
      are controlled by such parent holding company are affiliates of the savings
      institution. Generally, Sections 23A and 23B (i) limit the extent to which
      the
      savings institution or its subsidiaries may engage in “covered transactions”
with any one affiliate to an amount equal to 10% of such institution’s capital
      stock and surplus, and contain an aggregate limit on all such transactions
      with
      all affiliates to an amount equal to 20% of such capital stock and surplus
      and
      (ii) require that all such transactions be on terms substantially the same,
      or
      at least as favorable, to the institution or subsidiary as those provided to
      a
      non-affiliate. The term “covered transaction” includes the making of loans,
      purchase of assets, issuance of guarantee and other similar transactions. In
      addition to the restrictions imposed by Sections 23A and 23B, no savings
      institution may (i) loan or otherwise extend credit to an affiliate, except
      for
      any affiliate which engages only in activities which are permissible for bank
      holding companies, or (ii) purchase or invest in any stocks, bonds, debentures,
      notes or similar obligations of any affiliate, except for affiliates which
      are
      subsidiaries of the savings institution.








In
      addition, Sections 22(h) and (g) of the Federal Reserve Act place restrictions
      on loans to executive officers, directors and principal stockholders. Under
      Section 22(h), secured loans to a director, an executive officer and to a
      greater than 10% stockholder of a savings institution, and certain affiliated
      interests of either, may not exceed, together with all other outstanding loans
      to such person and affiliated interests, the savings institution’s loans to one
      borrower limit (generally equal to 15% of the institution’s unimpaired capital
      and surplus). Section 22(h) also requires that loans to directors, executive
      officers and principal stockholders be made on terms substantially the same
      as
      offered in comparable transactions to other persons unless the loans are made
      pursuant to a benefit or compensation program that (i) is widely available
      to
      employees of the institution and (ii) does not give preference to any director,
      executive officer or principal stockholder, or certain affiliated interests
      of
      either, over other employees of the savings institution. Section 22(h) also
      requires prior Board approval for certain loans. In addition, the aggregate
      amount of extensions of credit by a savings institution to all insiders cannot
      exceed the institution’s unimpaired capital and surplus. Furthermore, Section
      22(g) places additional restrictions on loans to executive officers. At December
      31, 2006 Guaranty Savings Bank was in compliance with the above
      restrictions.





**Restrictions
      on Acquisitions**


Except
      under limited circumstances, savings and loan holding companies are prohibited
      from acquiring, without prior approval of the Director of the OTS, (i) control
      of any other savings institution or savings and loan holding company or
      substantially all the assets thereof or (ii) more than 5% of the voting shares
      of a savings institution or holding company thereof which is not a subsidiary.
      Except with the prior approval of the Director of the OTS, no director or
      officer of a savings and loan holding company or person owning or controlling
      by
      proxy or otherwise more than 25% of such company’s stock, may acquire control of
      any savings institution, other than a subsidiary savings institution, or of
      any
      other savings and loan holding company.





The
      Director of the OTS may only approve acquisitions resulting in the formation
      of
      a multiple savings and loan holding company which controls savings institutions
      in more than one state if (i) the multiple savings and loan holding company
      involved controls a savings institution which operated a home or branch office
      located in the state of the institution to be acquired as of March 5, 1987;
      (ii)
      the acquirer is authorized to acquire control of the savings institution
      pursuant to the emergency acquisition provisions of the Federal Deposit
      Insurance Act (“FDIA”); or (iii) the statutes of the state in which the
      institution to be acquired is located specifically permit institutions to be
      acquired by the state-chartered institutions or savings and loan holding
      companies located in the state where the acquiring entity is located (or by
      a
      holding company that controls such state-chartered savings
      institutions).





Under
      the
      Bank Holding Company Act of 1956, the Federal Reserve Bank (“FRB”) is authorized
      to approve an application by a bank holding company to acquire control of a
      savings institution. In addition, a bank holding company that controls a savings
      institution may merge or consolidate the assets and liabilities of the savings
      institution with, or transfer assets and liabilities to, any subsidiary bank
      which is a member of the Bank Insurance fund with the approval of the
      appropriate federal banking agency and the FRB.





**Insurance
      of Accounts**


The
      deposits of Guaranty Savings Bank are insured to the maximum permitted by the
      Deposit Insurance Fund, which is administered by the FDIC, and are backed by
      the
      full faith and credit of the U.S. Government. As insurer, the FDIC is authorized
      to conduct examinations of, and to require reporting by, FDIC-insured
      institutions. It also may prohibit any FDIC-insured institution from engaging
      in
      any activity the FDIC determines by regulation or order to pose a serious threat
      to the FDIC. The FDIC also has the authority to initiate enforcement actions
      against savings institutions, after giving the OTS an opportunity to take such
      action.





The
      FDIC
      may terminate the deposit insurance of any insured depository institution,
      including Guaranty Savings Bank, if it determines after a hearing that the
      institution has engaged or is engaging in unsafe or unsound practices, is in
      an
      unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, order or any condition imposed by an agreement
      with
      the FDIC. It also may suspend deposit insurance temporarily during the hearing
      process for the permanent termination of insurance, if the institution has
      no
      tangible capital. If insurance of accounts is terminated, the accounts at the
      institution at the time of the termination, less subsequent withdrawals, shall
      continue to be insured for a period of six months to two years, as determined
      by
      the FDIC. Management is aware of no existing circumstances which would result
      in
      termination of the Bank’s deposit insurance.








**Qualified
      Thrift Lender Test**


The
      Qualified Thrift Lender (“QTL”) Test measures the Bank’s level of qualified
      thrift investments compared to its total portfolio assets (total assets less
      intangibles, property used by a savings association in its business and
      liquidity investments in an amount not to exceed 20% of assets). Generally,
      qualified thrift investments (“QTI’s”) are residential housing related assets.
      The Internal Revenue Service (IRS) requires a savings institution to have at
      least 65% of its assets in QTI’s to qualify for tax treatment as a building and
      loan association. At December 31, 2006, 55.58% of the Bank’s assets were
      invested in QTI’s which was not in excess of the 65% required to qualify the
      Bank under the QTL test. The tax benefits for building and loan associations
      relative to banks are now minimal and level of QTI’s should in no way impair the
      ability of the Company or its subsidiary to operate effectively.





**EMPLOYEES**





At
      the
      end of 2006, the Company and the Bank employed a total of 43 employees, all
      of
      which are on a full-time basis. The Company affords its employees a variety
      of
      competitive benefit programs including retirement plans and group health, life
      and other insurance programs. The Company also supports training and educational
      programs designed to ensure that employees have the types and levels of skills
      needed to perform at their best in their current positions and to help them
      prepare for positions of increased responsibility.





**AVAILABLE
      INFORMATION**





The
      Company’s filings with the Securities and Exchange Commission, including annual
      reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
      8-K, and amendments to those reports, are available on the Company’s website as
      soon as reasonably practicable after the Company files such reports with the
      SEC. Copies can be obtained free of charge by link to the SEC’s web-site in the
“SEC Company Reports” section of the Company’s web-site at
      www.gsfinancialcorp.com.





**Item
      1A: Risk Factors**





*In
      analyzing whether to make or to continue an investment in our securities,
      investors should consider, among other factors, the following risk
      factors.*





**Hurricane
      Katrina severely impacted our market area and there still are many uncertainties
      regarding recovery.**





The
      Bank’s primary market area is Metairie, Louisiana and the greater New Orleans
      metropolitan area, an area which is susceptible to hurricanes and tropical
      storms.





Hurricane
      Katrina hit the greater New Orleans area in August 2005. The hurricane caused
      widespread property damage, required the relocation of an unprecedented number
      of residents and business operations, and severely disrupted normal economic
      activity in the impacted areas. Prior to Hurricane Katrina, the New Orleans
      SMSA
      was estimated to have a population of approximately 1.34 million, of which
      approximately 458,000 persons were estimated to live in the City of New Orleans.
      Post Katrina, the population for metropolitan New Orleans in December 2006
      is
      estimated at approximately 1.03 million, a decline of approximately 300,000
      residents. The population of the City of New Orleans was estimated at 200,500
      people for December 2006. While rebuilding efforts are underway, there is a
      great deal of uncertainty as to the economic climate for the New Orleans
      metropolitan area given the need to address the multitude of interdependent
      problems, such as the full scale return of tourism and its job promotion and
      the
      return of population to fill those jobs, combined with the need to address
      the
      housing shortage, uncertainty as to the availability of homeowner’s insurance,
      the full restoration of basic services, such as water, gas and electricity,
      health care and the transportation network, as well as the flood prevention
      system. There can be no assurance that the repairs and improvements made in
      the
      wake of Hurricane Katrina will withstand another hurricane or tropical
      storm.





Hurricane
      Katrina affected our loan portfolios by damaging properties pledged as
      collateral and by impairing certain borrowers’ abilities to repay their loans.
      As a result of the hurricane, we made a $4.8 million provision for loan losses
      in 2005. During 2006 we reversed approximately $2.0 million of such provisions.
      The after effects of the hurricane may continue to affect our loan originations
      into the future and could also adversely impact our deposit base.





More
      generally, our ability to compete effectively in the banking business in the
      future, especially with financial institutions whose operations are not
      concentrated in the affected area or which have greater resources than we do,
      will depend primarily on our ability to continue normal business operations
      and
      grow despite the impact of the hurricane. The severity and duration of these
      effects will depend on a variety of factors that are beyond our control,
      including the amount and timing of government, private and philanthropic
      investment (including deposits) in the region, the pace of rebuilding and
      economic recovery in the region generally and the extent to which the
      hurricane’s property damage is covered by insurance.





5


None
      of
      the effects described above can be accurately predicted or quantified at this
      time. As a result, significant uncertainty remains regarding the impact
      Hurricane Katrina will have on the business, financial condition and results
      of
      operations of the Bank. Further, the area in which we operate may experience
      hurricanes and other storms in the future, and some of those hurricanes and
      storms may have effects similar to those caused by Hurricane
      Katrina.





**Our
      results of operations are significantly dependent on economic conditions and
      related uncertainties.**





The
      operations of savings associations are affected, directly and indirectly, by
      domestic and international economic and political conditions and by governmental
      monetary and fiscal policies. Conditions such as inflation, recession,
      unemployment, volatile interest rates, real estate values, government monetary
      policy, international conflicts, the actions of terrorists and other factors
      beyond our control may adversely affect our results of operations. Changes
      in
      interest rates, in particular, could adversely affect our net interest income
      and have a number of other adverse effects on our operations, as discussed
      in
      the risk factor below. Adverse economic conditions also could result in an
      increase in loan delinquencies, foreclosures and nonperforming assets and a
      decrease in the value of the property or other collateral which secures our
      loans, all of which could adversely affect our results of operations. We are
      particularly sensitive to changes in economic conditions and related
      uncertainties in the metropolitan New Orleans area because we derive
      substantially all of our loans, deposits and other business from this area.
      Accordingly, we remain subject to the risks associated with prolonged declines
      in our local economy.





**Changes
      in interest rates could have a material adverse effect on our
      operations.**





The
      operations of financial institutions such as us are dependent to a large extent
      on net interest income, which is the difference between the interest income
      earned on interest-earning assets such as loans and investment securities and
      the interest expense paid on interest-bearing liabilities such as deposits
      and
      borrowings. Changes in the general level of interest rates can affect our net
      interest income by affecting the difference between the weighted average yield
      earned on our interest-earning assets and the weighted average rate paid on
      our
      interest-bearing liabilities, or interest rate spread, and the average life
      of
      our interest-earning assets and interest-bearing liabilities. Changes in
      interest rates also can affect our ability to originate loans; the value of
      our
      interest-earning assets and our ability to realize gains from the sale of such
      assets; our ability to obtain and retain deposits in competition with other
      available investment alternatives; the ability of our borrowers to repay
      adjustable or variable rate loans; and the fair value of the derivatives carried
      on our balance sheet, derivative hedge effectiveness testing and the amount
      of
      ineffectiveness recognized in our earnings. Interest rates are highly sensitive
      to many factors, including governmental monetary policies, domestic and
      international economic and political conditions and other factors beyond our
      control. Although we believe that the estimated maturities of our
      interest-earning assets currently are well balanced in relation to the estimated
      maturities of our interest-bearing liabilities (which involves various estimates
      as to how changes in the general level of interest rates will impact these
      assets and liabilities), there can be no assurance that our profitability would
      not be adversely affected during any period of changes in interest
      rates.





**There
      are increased risks involved with commercial real estate and construction
      lending activities.**





Our
      lending activities include loans secured by commercial real estate. In addition,
      we originate loans for the construction of residential and commercial use
      properties. Commercial real estate and construction lending generally is
      considered to involve a higher degree of risk than single-family residential
      lending due to a variety of factors, including generally larger loan balances,
      the dependency on successful completion or operation of the project for
      repayment, the difficulties in estimating construction costs and loan terms
      which often do not require full amortization of the loan over its term and,
      instead, provide for a balloon payment at stated maturity. Our lending
      activities also include commercial business loans to small to medium size
      businesses, which generally are secured by various equipment, machinery and
      other corporate assets, and a wide variety of consumer loans, including home
      improvement loans, home equity loans, education loans and loans secured by
      automobiles, boats, mobile homes, recreational vehicles and other personal
      property. Although commercial business loans and consumer loans generally have
      shorter terms and higher interests rates than mortgage loans, they generally
      involve more risk than mortgage loans because of the nature of, or in certain
      cases the absence of, the collateral which secures such loans.








6


**Our
      allowance for losses on loans and leases may not be adequate to cover probable
      losses.**





We
      have
      established an allowance for loan losses which we believe is adequate to offset
      probable losses on our existing loans and leases. There can be no assurance
      that
      any future declines in real estate market conditions, general economic
      conditions or changes in regulatory policies will not require us to increase
      our
      allowance for loan and lease losses, which would adversely affect our results
      of
      operations.





**We
      are subject to extensive regulation which could adversely affect our business
      and operations.**





We
      and
      our subsidiary are subject to extensive federal and state governmental
      supervision and regulation, which are intended primarily for the protection
      of
      depositors. In addition, we and our subsidiary are subject to changes in federal
      and state laws, as well as changes in regulations, governmental policies and
      accounting principles. The effects of any such potential changes cannot be
      predicted but could adversely affect the business and our operations in the
      future.





**We
      face strong competition which may adversely affect our
      profitability.**





We
      are
      subject to vigorous competition in all aspects and areas of our business from
      banks and other financial institutions, including savings and loan associations,
      savings banks, finance companies, credit unions and other providers of financial
      services, such as money market mutual funds, brokerage firms, consumer finance
      companies and insurance companies. We also compete with non-financial
      institutions, including retail stores that maintain their own credit programs
      and governmental agencies that make available low cost or guaranteed loans
      to
      certain borrowers. Certain of our competitors are larger financial institutions
      with substantially greater resources, lending limits, larger branch systems
      and
      a wider array of commercial banking services. Competition from both bank and
      non-bank organizations will continue.





**Our
      ability to successfully compete may be reduced if we are unable to make
      technological advances.**





The
      banking industry is experiencing rapid changes in technology. In addition to
      improving customer services, effective use of technology increases efficiency
      and enables financial institutions to reduce costs. As a result, our future
      success will depend in part on our ability to address our customers’ needs by
      using technology. We cannot assure you that we will be able to effectively
      develop new technology-driven products and services or be successful in
      marketing these products to our customers. Many of our competitors have far
      greater resources than we have to invest in technology.





**Item
      1B: Unresolved Staff Comments**





Not
      applicable.








**Item
      2:****PROPERTIES**





The
      Company owns one building in Metairie, Louisiana. A portion of this building
      is
      leased to Guaranty Savings Bank and serves as a branch location. The Company’s
      executive offices are located in Metairie, Louisiana in the main office facility
      owned by the Bank. In addition to these properties, the Bank also owns two
      branch facilities, one in New Orleans, Louisiana and another in Mandeville,
      Louisiana. The facility in New Orleans remains closed but is expected to re-open
      for business in the second or third quarter of 2007. The remaining location,
      in
      Ponchatoula, Louisiana is subject to a lease which management considers to
      be
      reasonable and appropriate to its location. In 2006 the Bank also acquired
      land
      for future development of a bank location in Covington, Louisiana. The Company
      and the Bank make portions of its property available for lease to third parties,
      although such leasing activity is not material to the Company’s overall
      operations. Management makes sure that all locations, whether owned or leased,
      are maintained in suitable condition. Management also evaluates its banking
      facilities on an ongoing basis to identify possible under-utilization and to
      determine the need for functional improvements, relocations or possible
      sales.





The
      Bank,
      from time to time, may acquire property interests in settlement of loans.
      Reference is made in Note E to the consolidated financial statements
      incorporated in Item 8 for further information regarding such property
      interests.








7





**Item
      3:**  **LEGAL
      PROCEEDINGS**





There
      are
      no pending legal proceedings, other than routine litigation incidental to the
      business, to which the Company or its subsidiary is a party or to which any
      of
      their property is subject.





**Item
      4:****SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**





There
      were no matters brought to a vote of security holders during the fourth quarter
      of 2006.








**PART
      II**





**Item
                5:**
            **MARKET
                FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER
                PURCHASES OF EQUITY
                SECURITIES**





a)  The
      Company’s stock is traded on The Nasdaq Global Market under the symbol GSLA.
      Shareholders of record, quarterly high and low sales prices of, and cash
      dividends declared on, GS Financial common stock and performance graph are
      set
      forth in the Common Stock and Market Prices and Dividend and GS Financial Corp.
      Stock Performance sections of the Annual Report to Shareholders for the year
      ended December 31, 2006, included in Exhibit 13.0 hereto and which is
      incorporated herein by reference. Equity Compensation Plan information is
      incorporated herein by reference to Item 12 hereof.





b)
            Not
                applicable.





c)
            The
                following table sets forth information with respect to purchases
                made by
                or on behalf of the Company of shares of common stock of the Company
                during the indicated periods.





**ISSUER
                PURCHASES OF EQUITY SECURITIES**Period
            Total
                Number of Shares Purchased
            Average
                Price Paid Per Share
            Total
                Number of Shares Purchased as Part of Publicly Announced Plans or
                Programs
            Maximum
                Number of Shares that May Yet Be Purchased Under the Plans or
                ProgramsMonth
                1 (October 1, 2006 - October 31, 2006)
            -
            -
            -
            -Month
                2 (November 1, 2006 - November 30, 2006)
            -
            -
            -
            -Month
                3 (December 1, 2006 - December 31, 2006)
            -
            -
            -
            -Total
            -
            -
            -
            -





**Item
      6:****SELECTED
      FINANCIAL DATA**





The
      information required by this section is included in the section titled “Selected
      Consolidated Financial Data” of GS Financial’s 2006 Annual Report to
      Shareholders and is hereby incorporated herein by reference.





**Item
                7:**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS**





The
      section entitled “Management’s Discussion and Analysis of Financial Condition
      and Results of Operations” of GS Financial’s 2006 Annual Report to Shareholders
      is hereby incorporated herein by reference.





**Item
      7A:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





The
      information required by this item is included in “Management’s Discussion and
      Analysis of Financial Condition and Results of Operations”, and is incorporated
      herein by reference.





**Item
      8:****FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA**





The
      Consolidated Financial Statements of GS Financial Corp. and Subsidiaries, the
      accompanying Notes to Consolidated Financial Statements and the Report of
      Independent Registered Public Accounting Firm contained in GS Financial’s 2006
      Annual Report to Shareholders are hereby incorporated herein by reference.





**Item
      9:****CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**





None.








**Item
      9A:**  **CONTROLS
      AND PROCEDURES**





Our
      management evaluated, with the participation of our Chief Executive Officer
      and
      Chief Financial Officer, the effectiveness of our disclosure controls and
      procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act
      of
      1934) as of the end of the period covered by this report. Based on such
      evaluation, our Chief Executive Officer and Chief Financial Officer have
      concluded that our disclosure controls and procedures are designed to ensure
      that information required to be disclosed by us in the reports that we file
      or
      submit under the Securities Exchange Act of 1934 is recorded, processed,
      summarized and reported within the time periods specified in the SEC’s rules and
      regulations and are operating in an effective manner.





**Item
      9****B:****OTHER
      INFORMATION**





None.





**PART
      III**





**Item
      10:****DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**





**INFORMATION
      ABOUT DIRECTORS AND EXECUTIVE OFFICERS**





Information
      on the directors, director nominees and executive officers of GS Financial
      Corp., compliance with Seciton 16(a) of the Exchange Act and GS Financial’s
      audit committee is included in the sections captioned. Information with respect
      to nominees for Director, Continuing Directors and Executive Officers and
      Section 16(a) beneficial ownership reporting are included in GS Financial’s
      Proxy Statement for the Annual Meeting of Shareholders to be held on April
      24,
      2007 (the “Proxy Statement”) and is hereby incorporated herein by reference.





**Code
      of Ethics.** We
      have
      adopted a code of conduct and ethics applicable to our directors and all
      employees. The text of this code of conduct and ethics may be found on our
      website at www.gsfinancialcorp.com. We intend to post notice of any waiver
      from,
      or amendment to, any provision of our code of ethics on our website.





**Item
      11:    EXECUTIVE COMPENSATION**





Information
      regarding compensation of directors and executive officers, compensation
      committee interlocks and compensation committee report is included in the
      sections captioned Executive Compensation and Report of the Compensation
      Committee of the Proxy Statement is hereby incorporated herein by reference.





**Item
      12:    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS**





The
      information required herein by Item 403 of Regulation S-K is incorporated by
      reference from pages 10 and 11 of the Registrant’s Proxy Statement.





**Equity
      Compensation Plan Information.** The
      following table sets forth certain information for all equity compensation
      plans
      and individual compensation arrangements (whether with employees or
      non-employees, such as directors), in effect as of December 31,
      2006.





Plan
                Category
            Number
                of Shares to be issued upon the Exercise of Outstanding Options,
                Warrants
                and Rights
            Weighted
                Average Exercise Price of Outstanding Options
            Number
                of Shares Remaining Available for Future Issuance (Excluding Shares
                Reflected in the First Column)Equity
                Compensation PlansApproved
                by Security Holders
            216,132
            $
                17.18
            127,718Equity
                Compensation Plans NotApproved
                by Security Holders
            -
            -
            -Total
            216,132
            $
                17.18
            127,718







10


**Item
      13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE**





The
      information required herein is incorporated by reference from the sections
      Transactions with Certain Related Persons and information with respect to
      Nominees for Director, Continuing Directors and Executive Officers of the
      Registrant’s Proxy Statement.





**Item
      14: PRINCIPAL ACCOUNTANT FEES AND SERVICES**





The
      information required herein is incorporated by reference from the section
      Ratification and Appointment of Independent Registered Public Accounting Firm
      of
      the Registrant’s Proxy Statement.





**PART
      IV.**





**Item
      15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
      8-K**





(a)(1)
            The
                following consolidated financial statements of the Company and its
                subsidiary are included in Part II of this Form
                10-K.





Report
      of
      Independent Registered Public Accounting Firm


Consolidated
      Balance Sheets - December 31, 2006 and 2005


Consolidated
      Statements of Income - Years Ended December 31, 2006, 2005 and 2004


Consolidated
      Statements of Comprehensive Income - Years Ended December 31, 2006, 2005 and
      2004


Consolidated
      Statements of Changes in Stockholders’ Equity - Years Ended December 31, 2006,
      2005 and 2004


Consolidated
      Statements of Cash Flows - Years Ended December 31, 2006, 2005 and
      2004


Notes
      to
      Consolidated Financial Statements





(a)(2)
            All
                schedules for which provision is made in the applicable accounting
                regulation of the SEC are omitted because of the absence of conditions
                under which they are required or because the required information
                is
                included in the consolidated financial statements and related notes
                thereto.





(a)(3)
            Exhibits


3.1(1)
            Articles
                of Incorporation of GS Financial Corp.3.2(1)
            Bylaws
                of GS Financial Corp.4.1(1)
            Stock
                Certificate of GS Financial Corp.10.1(2)
            GS
                Financial Corp. Stock Option Plan10.2(2)
            GS
                Financial Corp. Recognition and Retention Plan and Trust Agreement
                for
                Employees and Non-Employee Directors10.3(3)
            Early
                Retirement and Consulting Agreement by and among GS Financial Corp.,
                Guaranty Savings and Homestead Association and Donald C. Scott Dated
                January 7, 200510.4(4)
            Letter
                Agreement, dated as of December 8, 2005, by and between Guaranty
                Savings
                and Homestead Association and Stephen E. Wessel13.0
            2006
                Annual Report to Stockholders14.0
            Code
                of Conduct and Ethics21.0
            Subsidiaries
                of the Registrant - Information reported in Item 123.0
            Consent
                of LaPorte, Sehrt, Romig & Hand31.1
            Rule
                13a-14(a) Certification of Chief Executive Officer31.2
            Rule
                13a-14(a) Certification of Chief Financial Officer32.0
            Certification
                pursuant to 18 U.S.C. Section 1350





(1)
            Incorporated
                herein by reference from the Registration Statement on Form SB-2
                (Registration number 333-18841) filed by the Registrant with the
                SEC on
                December 26, 1996, as subsequently
                amended.





11


(2)
            Incorporated
                herein by reference from the definitive proxy statement, dated September
                16, 1997, filed by the Registrant with the SEC (Commission File No.
                000-22269).





(3)
            Incorporated
                herein by reference from the current report on Form 8-K, dated January
                7,
                2005 filed by the registrant with the SEC (Commission File No.
                000-22269).





(4)
            Incorporated
                herein by reference from the current report on Form 8-K, dated December
                8,
                2005 filed by the registrant with the SEC (Commission File No.
                000-22269).





(b)
            The
                exhibits listed under (a)(3) of this Item 15 are filed
                herewith.





(c)
            Reference
                is made to (a)(2) of this Item 15.







**SIGNATURES**
 
 Pursuant
        to the requirements of Section 13 or 15(d) of the Securities and Exchange
        Act of
        1934, the Registrant has duly caused this report to be signed on its behalf
        by
        the undersigned, thereunto duly authorized.
 
 **GS
        FINANCIAL CORP.**
 
 By:Stephen
                  E. Wessel
                President
                  and Chief Executive Officer
 
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed below by the following persons on behalf of the Registrant and in
        the
        capacities and on the dates indicated.
 
 Name
                  and Signature
              
              Title
              
              Date/s/
                Albert J. Zahn, Jr.
              
              Chairman
                  of the Board and Director
              
              3/28/2007Albert
                  J. Zahn, Jr./s/
                Stephen E. Wessel
              
              President
                  and Chief Executive Officer
              
              3/28/2007Stephen
                  E. Wessel/s/
                Bruce A. Scott
              
              Executive
                  Vice President and Director
              
              3/28/2007Bruce
                  A. Scott/s/
                J. Andrew Bower
              
              Chief
                  Financial Officer
              
              3/28/2007J.
                  Andrew Bower/s/
                Edward J. Bourgeois
              
              Director
              
              3/28/2007Edward
                  J. Bourgeois/s/
                Stephen L. Cory
              
              Director
              
              3/28/2007Stephen
                  L. Cory/s/
                  Bradford A. Glazer
              
              Director
              
              3/28/2007Bradford
                  A. Glazer/s/
                Donald C. Scott
              
              Director
              
              3/28/2007Donald
                  C. Scott/s/
                Hayden W. Wren, III
              
              Director
              
              3/28/2007Hayden
                  W. Wren, III